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SAAB’s general conditions of purchase
1. Scope
These general conditions of purchase shall apply between Buyer and the Supplier unless otherwise expressly agreed in writing. The general conditions of the Supplier shall not apply.
2. Definitions
2.1 “Agreement” means these general conditions of purchase and any other document the parties have agreed to form part of Buyer’s purchase of the Products.
2.2 “Export Control License” means any public or governmental li-cense, authorization, approval, permit or similar (whether temporary or permanent) pertaining to the export, import, marketing, development, license manufacturing, distribution or re-export of the Products.
2.3 “Gross Negligence” means an act or omission of a party in violation of elementary rules of diligence which a conscientious contracting party in a similar position would have followed.
2.4 “Intellectual Property” means all work of authorship, designs, inventions and discoveries, software, samples, models, tools, know-how and trade secrets, in each case, in all forms, formats, languages and versions.
2.5 “Intellectual Property Right” means all right, title and interest in and to any Intellectual Property, in all territories, whether by operation of law (including, without limitation, by operation of laws of copyright, patent, trademark, trade usage and trade secrets) or contract, license or otherwise, and applications, registrations, renewals, extensions and restorations relating to any of the foregoing.
2.6 “Proprietary Information” means all technological, financial, commercial or other information or data of a proprietary or confidential nature and identified as such by an appropriate legend or marking.
2.7 “Product” means a product and any associated services made subject to these general conditions of purchase.
2.8 “Purchase Order” means an order in writing by posted mail, fax or other portal solutions for purchase of Products by Buyer, submitted by Buyer to the Supplier, subject to these general conditions of purchase.
2.9 “Buyer” means the Saab Group company purchasing Products from the Supplier under the Agreement.
2.10 “Saab Group” means Saab AB (publ) and all other companies in which Saab AB (publ) directly or indirectly controls more than 50% of the votes.
2.11 “Supplier” means the seller of the Products.
3. Ordering procedures
3.1 The Supplier shall within seven (7) calendar days from receipt of the Purchase Order either confirm the Purchase Order, and thus accept these general conditions of purchase, or reject it. If the Supplier has neither confirmed nor rejected the Purchase Order within the said time period, the Supplier is deemed
to have accepted the Purchase Order, and thereby these general conditions of purchase.
3.2 Terms that diverge from these general conditions of purchase shall have no applicability unless Buyer has expressly accepted the
relevant term in writing.
4. Prices
4.1 The prices are firm and fixed unless otherwise expressly agreed in writing.
4.2 All prices shall be inclusive of all taxes, fees or other charges and shall include all costs associated with suitable packaging and preparation for shipment.
5. Terms of delivery and packaging
5.1 Delivery shall take place on the dates agreed.
5.2 The terms of delivery shall be FCA Supplier’s place of business in accordance with INCOTERMS 2010.
5.3 Title and risk to the Products shall pass to Buyer upon delivery in accordance with INCOTERMS 2010.
5.4 Partial deliveries are not accepted unless expressly agreed in writing.
5.5 The Supplier shall pack each Product to a standard which shall ensure transportation and delivery to Buyer without any damage to the Product. The Supplier shall be responsible for all loss or damages arising out of the failure to meet such packaging requirements.
5.6 The delivery documentation shall reference the number of the Purchase Order.
6. Terms of payment
6.1 Undisputed invoices shall be paid within sixty (60) calendar days from the later of the date of receipt of the invoice or the delivery of the Product.
6.2 Invoices shall refer to the number of the relevant Purchase Order and item/position/line in the Purchase Order. Invoices not referring to a Purchase Order will not be accepted and consequently not paid.
7. Delay in delivery
7.1 A delay in delivery has occurred if the date of delivery of the Product is later than the delivery date agreed upon and such delay is not due to Buyer.
7.2 If the Supplier anticipates or has reasonable cause to believe that a delay in delivery may occur, the Supplier shall immediately notify Buyer in writing stating the cause of the delay and the Supplier’s best estimate of when delivery can be made. Such notice shall not limit the Supplier’s liability for the delay.
7.3 Upon a delay in delivery, Buyer shall be entitled to liquidated damages to be payable at a daily rate of zero point five percent (0.5%) of the price of the delayed Products and the price of the Products that cannot, as a consequence of the delay, be used as intended by Buyer. The liquidated damages shall not exceed a total of fifteen per cent (15%) of the price of the aforementioned Products.
7.4 The liquidated damages shall become due at Buyer’s demand in writing. The Supplier’s payment of liquidated damages shall not relieve the Supplier from the obligation to deliver the Products.
7.5 When the maximum cap of liquidated damages is reached, Buyer may in writing demand delivery within a final reasonable period. If the Supplier does not deliver within such final period, Buyer may by notice in writing to the Supplier terminate the Agreement or any part thereof with immediate effect.
7.6 Buyer shall also be entitled to terminate the Agreement or any part thereof with immediate effect by notice in writing to the Supplier, if it is clear from the circumstances that a delay will occur which would entitle Buyer to maximum liquidated damages. In case of termination in accordance with this clause 7.6, Buyer shall be entitled to maximum liquidated damages.
7.7 Liquidated damages under this clause 7, the right to request delivery and termination of the Agreement with limited compensation pursuant to clause 17.3 shall be the exclusive remedies available to Buyer in case of delay on the part of the Supplier. All other claims against the Supplier based on such delay shall be excluded, except where the Supplier has been guilty of Gross Negligence.
8. Quality and environmental requirements
8.1 The Products shall meet all requirements imposed by any law or regulation applicable to the production, use, repair, maintenance, transport, disposal and/or sale of the Products. The Products shall also meet any other requirements agreed upon in writing.
8.2 The Supplier shall provide information on whether the product is covered by any form of producer responsibility or other provisions that involve special handling on disposal.
8.3 The Supplier shall comply with the applicable requirements of the standards ISO 9001 and ISO 14001.
8.4 The Supplier shall deliver a Material Declaration or an Environmental and Health Hazardous Materials Report. For chemical products the Supplier shall send Safety Data Sheets (SDS).
8.5 The Supplier shall upon Buyer’s request provide an Environmental Product Declaration of the Products.
9. Warranty
9.1 The Supplier shall remedy any defect in the Product resulting from faulty design, material or workmanship or any nonconformity of the Product to any agreed specification (hereinafter together “Defect”) during a warranty period of twenty-four (24) months starting from the delivery of the respective Product.
9.2 In addition to the above, the Supplier shall be obligated to remedy any systematic defect of the Products during a period of five (5) years from the delivery of such Products to Buyer. A systematic defect is a Defect that appears in more than ten (10) per cent of the delivered Products of the same kind. In case of a systematic defect, the Supplier shall at no charge to Buyer, remedy all such Products.
9.3 The Supplier shall as soon as possible remedy any Defect in the Products at its own cost through repair or replacement. If the Supplier does not remedy the Products within a reasonable time, Buyer may by notice in writing to the Supplier stipulate a final time for the remedy of the Products. If the Supplier fails to remedy the Products within such final time, Buyer may itself undertake or employ a third party to undertake necessary remedial works at the risk and expense of the Supplier and/or terminate the Agreement or any part thereof with immediate effect by notice in writing to the Supplier.
9.4 Products that have been replaced by the Supplier under this clause 9 shall be subject to a new warranty period in accordance with clause 9.1 and 9.2. The warranty period for Products that have been repaired by the Supplier shall be extended for a period equal to the time the Products have been out of use.
9.5 All transports of Products to and from the Supplier in connection with the remedying of Defects for which the Supplier is responsible shall be at the risk and expense of the Supplier.
9.6 Buyer shall notify the Supplier in writing of any Defect including a description of the Defect without undue delay after its appearance and under no circumstances later than four (4) weeks after the expiry of the warranty period.
9.7 If Buyer fails to notify the Supplier in accordance with clause 9.6, the Supplier shall have no responsibility to remedy the Defect.
9.8 If Buyer has notified the Supplier of a Defect, and no Defect is found for which the Supplier is liable, the Supplier shall be entitled to reasonable compensation for the costs it has incurred as a result of the notice.
9.9 The Supplier is not liable for Defects that are caused by (i) misuse or neglect by Buyer or by someone for which Buyer is responsible, (ii) faulty maintenance, incorrect assembly or installation or by alterations carried out without the Supplier’s consent in writing, or (iii), normal wear and tear.
9.10 Except for the remedies in clause 11 (Liability and indemnity), the remedies in this clause 9 and the limited compensation pursuant to clause 17.3 shall be the exclusive remedies available to Buyer for Defects. This limitation of the Supplier’s liability shall not apply if it has been guilty of Gross Negligence.
10. Infringement of Intellectual Property Rights
10.1 The Supplier shall indemnify and hold harmless Buyer from and against any and all claims, damages, losses and expenses (including reasonable attorneys’ fees) incurred as a result of any claim, suit or proceeding brought against Buyer based on the allegation that the use, sale, distribution or other disposal of the Products constitutes an infringement of any Intellectual Property Rights. Buyer shall without undue delay notify the Supplier in writing of any such claim and the parties shall consult each other in the defense or settlement thereof.
10.2 In the event that the Products or any part thereof are in such suit or proceeding held to constitute an infringement or their further use, sale, distribution or other disposal is enjoined, the Supplier shall promptly, at its own expense and option, either: (i) procure for Buyer the right to continue the use, sale, distribution or other disposal of such Products; or (ii) replace or modify the same with non-infringing products without detracting from the function and performance of the Products.
11. Liability and indemnity
11.1 The Supplier shall indemnify and hold harmless Buyer from and against all claims, damages, losses and expenses in respect of (i) injury or death of any employee of Buyer (ii) loss of or damage to property of Buyer and (iii) injury or death and loss of or damage to property of any third party if caused by the Supplier’s negligence, or by anyone for which Supplier is responsible, or by the relevant Product as a result of faulty design, inherent defects or faulty manufacture or faulty or insufficient instructions for the operation and maintenance of the Product.
11.2 Buyer shall indemnify and hold harmless the Supplier from and against all claims, damages, losses and expenses in respect of (i) injury or death of any employee of the Supplier, (ii) loss of or damage to property of the Supplier, and (iii) injury or death and loss of or damage to property of any third party if caused by Buyer’s negligence.
11.3 If a third party initiates legal proceedings, whether by court action or by arbitration, the indemnifying party under this clause 11 hereby consents to be added to such proceedings as an additional party and hereby waives any objection to the jurisdiction of such court or tribunal.
12. Limitation of liability
12.1 Neither the Supplier nor Buyer shall be liable to the other party for any loss of profit, loss of use, loss of production, loss of contracts or for any other indirect loss that may be suffered by the other party.
12.2 The total liability of either party on any claim under the Agreement shall not exceed the higher of (i) the relevant contract price or (ii) any applicable insurance coverage.
12.3 The limitations of liability in this clause 12 shall not apply in case of (i) Gross Negligence, (ii) in relation to injury or death and loss of or damage to property of any third party, or (iii) in relation to any indemnification pursuant to clause 10.